CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | NOTE 12: CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT a. Composition of Preferred stock capital of $ 0.0001 par value each as of June 30, 2021, and December 31, 2020: June 30, 2021 Authorized Issued and outstanding Aggregate liquidation preference Number of shares Series A Preferred stock 1,043,778 1,043,778 $ 1,921 Series B Preferred stock 3,240,085 3,240,085 12,631 Series C Preferred stock 3,434,556 3,430,152 18,214 Series D Preferred stock 2,870,544 2,814,258 17,287 Series D-1 Preferred stock 714,286 714,286 4,354 Series E Preferred stock 4,042,693 3,940,885 40,000 Series F Preferred stock 1,666,667 1,666,667 99,715 Convertible and redeemable convertible Preferred stock 17,012,609 16,850,111 $ 194,122 December 31, 2020 Authorized Issued and outstanding Aggregate liquidation preference Number of shares Series A Preferred stock 1,043,778 1,043,778 $ 1,921 Series B Preferred stock 3,240,085 3,240,085 12,631 Series C Preferred stock 3,434,556 3,403,141 18,110 Series D Preferred stock 2,870,544 2,814,258 17,287 Series D-1 Preferred stock 714,286 714,286 4,354 Series E Preferred stock 4,042,693 3,940,885 40,000 Series F Preferred stock 1,666,667 1,666,667 93,043 Convertible and redeemable convertible Preferred stock 17,012,609 16,823,100 $ 187,346 1. On February 3, 2021, SVB Financial Group (“SVB”) converted a Warrant to Purchase Stock issued on February 3, 2011 (the “Series C Warrant”) into shares of the Company’s Series C Convertible Preferred Stock pursuant to the cashless conversion mechanism described in the Series C Warrant. The conversion was exercised for all 31,414 shares covered by the Series C Warrant and resulted in the net issuance of 27,011 shares of the Company’s Series C Convertible Preferred Stock. Pursuant to the terms of the Series C Warrant, the number of net shares issued was determined by dividing (a) the aggregate fair market value of the shares otherwise issuable upon exercise of the Series C Warrant minus the aggregate exercise price of such shares by (b) the fair market value of one share of the Company’s Series C Convertible Preferred Stock. 2. Upon the closing of the Company’s IPO, after the balance sheet date, all outstanding shares of its convertible and redeemable convertible preferred stock automatically converted into 76,262,947 shares of common Stock (see Note 15 Subsequent Events for further information related to the IPO). b. Receivables on Account of Stock: In May 2015, the Company entered into loan agreements with certain of its executive employees for the purpose of exercising vested options to purchase the Company’s common stock (the “Employee Loan Agreements”). In February 2021, the Employee Loan Agreements were amended such that the loans would be automatically forgiven and deemed to have been repaid in full immediately prior to the public filing by the Company of a registration statement under the Securities Act of 1933, as amended. In March 2021, the loans were fully forgiven. Following the forgiveness of the loans, the Company recorded an expense for the six months ended June 30, 2021, in the amount of $1,724 included in other operating expenses in the consolidated statement of operations. The amount includes the tax gross-up expense that will be paid by the Company following the loan forgiveness. c. Stock option plans: Under the Company's 2007 U.S. and Israeli Stock Option Plans ("the 2007 Plans"), options may be granted to officers, directors, employees, advisors and consultants of the Company or its subsidiaries. In 2017, the Company adopted a new equity incentive plan, the "2017 Equity Incentive Plan" (the "2017 Plan" and together with the 2007 Plans, the "Plans"), and extended the term of the 2007 Israeli Stock Option Plan and the term of the options already granted thereunder for an additional ten-year period. In 2017, the Company adopted a new equity incentive plan, the "2017 Equity Incentive Plan" (the "2017 Plan" and together with the 2007 Plans, the "Plans"), and extended the term of the 2007 Israeli Stock Option Plan and the term of the options already granted thereunder for an additional ten-year period. Pursuant to the Plans, the Company reserved 45,482,679 shares of common stock for issuance. Following the adoption of a new option policy, the Company has reserved an additional 18,106,866 shares of common stock. As of June 30, 2021 and December 31, 2020, an aggregate of 190,989 and 24,610 shares of common stock of the Company were still available for future grants under the 2017 Plan. Each option granted under the Plans is exercisable until the earlier of ten years (or 20 years if granted under the 2007 Israeli Stock Option Plan) from the date of the grant of the option. The options vest primarily over a four-year period. Any options that are forfeited or not exercised before expiration become available for future grants. Effective upon the effectiveness of the registration statement for the IPO, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), pursuant to which it may grant cash and equity incentive awards to officers, directors, employees, advisors, and consultants of the Company. The Company has reserved 8,500,000 shares of common stock for issuance under the 2021 Plan. A summary of the Company’s stock option activity with respect to options granted under the Plans is as follows: Number of Options Weighted Average exercise price Weighted remaining contractual term (years) Aggregate Outstanding as of December 31, 2020 31,981,404 $ 3.86 7.72 $ 22,134 Granted - - Exercised (326,340 ) 0.87 12,354 Forfeited (166,381 ) 3.62 Outstanding as of June 30, 2021 (unaudited) 31,488,683 $ 3.89 7.28 $ 27,625 Exercisable options as of June 30, 2021 16,038,448 $ 1.19 5.39 $ 18,790 The share-based compensation expense by line item in the accompanying consolidated statement of operations is summarized as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 (unaudited) Cost of revenues $ 185 $ 94 $ 466 $ 146 Research and development 791 284 1,724 425 Sales and marketing 464 364 1,204 446 General and administrative 2,773 392 5,779 779 Total expenses $ 4,213 $ 1,134 $ 9,173 $ 1,796 d. Stock Split: In March 2021, the Company’s board of directors and the stockholders of the Company approved a four and a half (4.5)-for-one forward stock split of the Company’s common stock, which became effective on March 19, 2021. The par value of each class of capital stock was not adjusted as a result of this forward stock split. All common stock, convertible and redeemable convertible preferred stock, stock options, warrants, and per share information presented within these consolidated financial statements have been adjusted to reflect this forward stock split on a retroactive basis for all periods presented. |